Right to Seek Damages Sample Clauses

Right to Seek Damages. (a) Neither Seller nor Buyer shall have any right whatsoever to assert a claim against the other party, and except as otherwise provided herein, all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, unless the circumstances giving rise to such termination were caused by either: (a) the other party’s failure to comply with any of its material obligations set forth herein, or (b) the other party’s material breach of a representation or warranty contained in Section 3 or Section 4 hereof, in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non breaching party. Notwithstanding anything in the forgoing to the contrary, in the event of a termination of this Agreement by Seller under Section 9.1(c) or 9.1(d) (only if Buyer has failed to fulfill its obligations hereunder or has been the cause or the result of the failure to consummate the transactions contemplated hereunder) without a Closing, the Escrow Deposit shall be promptly disbursed to Seller. In the event of a termination of this Agreement by Buyer under Section 9.1(b) or (d) (only if Seller has failed to fulfill its obligations hereunder or has been the cause or the result of the failure to consummate the transactions contemplated hereunder) without a Closing, the Escrow Deposit shall be promptly disbursed to Buyer. In the event of a termination of this Agreement by Buyer and Seller under Section 9.1(a), one-half (50%) of the Escrow Deposit shall be promptly disbursed to Buyer and one-half (50%) of the Escrow Deposit shall be promptly disbursed to Seller. (b) In the event of: (A) termination by Buyer in accordance with the provisions of Section 9.1(b) or 9.1(d), or if Seller refuses to consummate the transactions contemplated herein despite the satisfaction of all conditions set forth in Section 7 hereof, and (B) within a period of 360 days after such termination, Seller sells any or all of the Purchased Assets to any other party or successor to Kreido’s estate, then Kreido shall pay FRB the amount of $250,000 in cash in immediately available funds (“FRB Damages”) upon the consummation of the transaction referred to in (B) above. (c) The payment of the FRB Damages, or Escrow Deposit shall be liquidated damages and not as a penalty, and shall be in lieu of any other right or remedy that a party may have hereunder. In no event shall any Person or party be entitled...
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Right to Seek Damages. The right of either party to invoke termination under Section 8.02(a), (b) or (e) above, is cumulative to any and all other right and remedies a party has under this Agreement and shall not preclude a party from invoking any other right or remedy it is allowed at law or in equity.
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Right to Seek Damages. In the event of a termination hereunder, neither Seller nor Purchaser hereto shall have any right whatsoever to assert a claim against the other party, and all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, unless the circumstances giving rise to such termination were caused by either: (a) the other party’s failure to comply with a covenant set forth herein or (b) the other party’s material breach of a representation or warranty contained in Article IV, in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching party.
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Related to Right to Seek Damages

  • Waiver of Punitive Damages Notwithstanding anything to the contrary contained in this Agreement, the Borrower hereby agrees that it shall not seek from the Lenders or the Administrative Agent punitive, consequential, or indirect damages relating to any such matters under any theory of liability.

  • DISCLAIMER OF DAMAGES IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE TO THE LICENSEE AND ITS CUSTOMERS FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST SAVINGS, LOSS OF BARGAIN OR OPPORTUNITY, PROFESSIONAL FEES OR EXPENSES, BUSINESS INTERRUPTION, LOST REVENUES OR SALES, DAMAGE TO PRODUCT OR EQUIPMENT OR TO FACILITIES, COSTS OF SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, REWORK CHARGES, COSTS ASSOCIATED WITH DOWN TIME, LOSS OF GOODWILL, LOSS OF DATA OR FOR ANY DAMAGES COSTS OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH THIS PLLA. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY UNDER THIS PLLA SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  • Disclaimer of Consequential Damages Notwithstanding any provision to the contrary, in no event shall any Party be liable to another Party for any incidental, consequential, special, exemplary or indirect damages, lost business profits or lost data arising out of or in any way related to the Contract Documents.

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

  • Limitation of Damages THE LIABILITY OF THE SELLER SHALL NOT EXTEND TO PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFIT, DELAY OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE FAILURE OF ANY SHEET TO CONFORM TO THE PROVISIONS OF THIS LIMITED WARRANTY. SHEFFIELD SHALL NOT IN ANY EVENT BE LIABLE FOR THE COST OF LABOR EXPENDED BY OTHERS ON ANY DEFECTIVE PANEL OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE TO ANYONE BY REASON OF THE FACT THAT SUCH PANELS SHALL HAVE BEEN DEFECTIVE. THIS WARRANTY IS GIVEN AS THE EXCLUSIVE WARRANTY AND EXCLUSIVE REMEDY, AND NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURPOSES, ARE MADE, AND ANY SUCH OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. THERE ARE NO WARRANTIES, WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED IN THIS INSTRUMENT. CUSTOMER WAIVES THE BENEFIT OF ANY RULE THAT THE DISCLAIMERS OF WARRANTY SHALL BE CONSTRUED AGAINST THE SELLER, AND AGREES THAT THE DISCLAIMERS IN THIS INSTRUMENT SHALL BE CONSTRUED LIBERALLY IN FAVOR OF SHEFFIELD. SHEFFIELD SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. SHEFFIELD HEREBY DISCLAIMS ALL LIABILITIES FOR DAMAGES BASED ON THEORIES OF NEGLIGENCE AND STRICT PRODUCT LIABILITY.

  • Punitive Damages The Administrative Agent, the Lenders and the Borrower hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

  • NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any dispute resulting in litigation. By signature hereon, the Vendor hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code.

  • Limitation of Liability and Damages NEITHER CCH NOR ITS VENDORS AND LICENSORS SHALL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE PRODUCT, AND ANY SERVICES RENDERED HEREUNDER. EXCLUDING CCH’S OBLIGATIONS TO INDEMNIFY CUSTOMER FOR INTELLECTUAL PROPERTY INFRINGEMENT AS PROVIDED IN SECTION 16 OR CCH’S WILFULL MISCONDUCT, THE TOTAL LIABILITY OF CCH AND ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE PRODUCT, AND ANY SERVICES RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE HEREUNDER BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. The allocations of liability in this Section 17 represent the agreed, bargained-for understanding of the parties and CCH’s compensation hereunder reflects such allocations. The limitation of liability and types of damages stated in the Agreement are intended by the parties to apply regardless of the form of lawsuit or claim a party may bring, whether in tort, contract or otherwise, and regardless of whether any limited remedy provided for in the Agreement fails of its essential purpose.

  • Limitation on Direct Damages Except for Unlimited Liability above and Partner’s obligations to pay for the Offerings, Partner’s violation of the restrictions on use of Products and Services or Dell or its Affiliates’ intellectual property rights, and to the extent permitted by the applicable local law, Dell’s (including its suppliers’) total liability arising out of any Dispute or any matter under the Agreement, is limited to the lower amount of either (a) the amount Partner paid to Dell during the 12 months before the date that the matter or Dispute arose for the Product, Services or both that are the subject of the Dispute; or (b) $1,000,000 USD (or equivalent in local currency) (“Liability Cap”). This excludes amounts received as reimbursement of expenses or payment of taxes. The existence of more than one claim will not increase or otherwise alter these limitations on Dell’s liability. Notwithstanding anything otherwise set forth above, Dell (and its suppliers) shall have no liability for any direct damages resulting from Partner’s use or attempted use of Third-Party Software, Free Software or Development Tools (all defined in the XXXX), or Third Party Products.

  • NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE

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